Klaveness Ship gets votes to swap out issuer under bonds due 2021

By Susanna Moon

Chicago, Jan. 16 – Klaveness Ship Holding AS secured the needed holder votes to amend its senior callable bond issue 2016/2021 in the written resolution that ended at 7 a.m. ET on Jan. 16, according to a notice from bond trustee Nordic Trustee ASA.

As reported Jan. 3, Klaveness was looking to amend the bond terms to change the issuer from Klaveness Ship Holding AS to Klaveness Combination Carriers AS.

Afterward, Klaveness Ship will be legally released from its obligations under the bond terms. The existing loan of $36 million provided by Klaveness Ship to Klaveness Combination will be canceled and the difference in outstanding loan amounts under the two agreements will be settled, the release said.

Klaveness Ship owns 63.34% of Klaveness Combination Carriers, or KCC, and 82.7% of Klaveness Container AS. KCC in its current form was established in 2018 in order to merge all the combination carrier activities of its shareholders, including Klaveness Ship, under KCC as a holding company, which includes the ownership of the combination carriers and the chartering company KCC Chartering AS. The newly established KCC is thus a specialized combination carrier company owning 100% of its nine CABU combination vessels, the release noted.

The issuer was proposing to assign and transfer its rights and obligations under the bond issue from the issuer to KCC because of the consolidation of the combination carrier activities and as part of the preparation for a listing of KCC in Oslo.

The proposed resolution required approval by holders of at least two-thirds of the voting bonds.

The amendments also include the following:

• Change of control would apply only if Trond Harald Klaveness ceases to own and control at least one-third of the shares in the new issuer, or if any other third party gains decisive influence over the new issuer;

• Interim accounts to be reported on a quarterly basis as opposed to the current reporting semiannually;

• Enable Klaveness Combination to change to public company from a private one, or to an ASA from AS;

• Change of listing of the bonds to Oslo Bors from Nordic ABM; and

• Any other changes or amendments required to implement the contemplated changes.

In return for consents, the issuer was offering a one-time amendment fee of 1.5% of the nominal amount of the respective bondholders' holdings of bonds, which needs to be paid no later than 10 business days after the effective date with an expected record date of eight business days after the effective date.

Pareto Securities AS (+47 22 87 87 77) is the financial adviser.

The bonds were issued Dec. 6, 2016.

Klaveness Ship Holding owns, operates and charters ships in Oslo through its subsidiaries.

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